Corporate Breakfast Briefing: IPO Research — Making the Connection

On 1 July 2018, the new Conduct of Business Sourcebook (COBS) Rules, forming part of the FCA Handbook, will come into force. These rules provide that before any connected research is published in relation to an IPO on a regulated market:

an issuer must publish an approved prospectus or registration document, and

unconnected analysts must be provided with access to the issuer’s management.

In addition, new guidance clarifies the FCA’s expectations in relation to connected analysts’ participation in pitches for potential IPOs. Please join Orrick’s team of financial regulatory and UK and US capital markets lawyers at our breakfast briefing, when we will discuss the likely implications of these amendments to the timetable for IPOs, the structure of prospectuses and registration documents, potential regulatory arbitrage between markets, management’s interaction with analysts, and the manner in which corporate finance providers pitch for business.

Katie advises corporates, investors and investment banks on a range of
corporate transactions, including mergers and acquisitions, equity financings
on the public markets, joint ventures and strategic investments.

She has particular focus on the international technology sector and
regularly advises founders and corporates on ‘exits’ by way of sales to trade
or private equity purchasers or offerings on the public markets. She has
experience of acting on sales to many of the largest global technology
companies. Recent transactions include advising Tails.com on its sale to
Nestlé; advising DogBuddy on its sale to Rover; advising Stratto on its sale to
Digital Colony; advising Cerillion PLC on its initial public offering on AIM;
and advising creditshelf on its initial public offering on the Frankfurt Stock
Exchange.

Katie also has significant experience in the energy and infrastructure
sector, recently including advising CDC Group on its $380m public offer for
Copperbelt Energy Corporation; advising Bioenergy Infrastructure Group on its
investments in UK waste-to-energy plants; and advising InfraCapital on its
purchase of WightFibre.

Nell Scott is a partner in the London office who regularly advises on international capital markets, corporate finance, M&A and private equity transactions, as well as corporate governance and disclosure issues, with an emphasis on Africa, Russia and other emerging markets.

Nell’s clients have included major investment banks and financial institutions, public and private companies and sovereign governments. Nell lived and worked in Russia from 1993 to 1997 and is a fluent Russian speaker.

Jacqui heads up the financial
services regulatory team in London and is co-chair of Orrick's global Blockchain
and Cryptocurrency group. She has more than 20 years' experience in providing international
regulatory advice across the broad spectrum of the financial services regulated
community.

She provides regulatory advice to both the buy side and sell
side and covers both retail and wholesale business. Typical work includes
advising on issues relating to authorization, structuring, outsourcing, systems
and controls, conduct of business, financial resources, market abuse, EU
directives, promotion and distribution of investments, money laundering,
payment services and consumer credit. Typical work also includes providing
specialist regulatory advice on transactions within the financial services
sector.

Jacqui is particularly active in the Fintech space, with
clients including peer to peer lending platforms, challenger banks, app payment
providers, investment and property crowd funding platforms, robo advisers and
wealth management platforms, alternative investment fund managers and on-line
broker dealers. Jacqui also has significant experience advising on blockchain,
digital currencies and ICOs. The 2017 UK Legal
500 states that “although she is active across the spectrum of financial
services regulatory issues including on behalf of banks, brokers and fund
managers, Jacqui is particularly noted for her Fintech expertise.”

Jacqui’s
practice has been described in Legal 500
as 'very responsive, proactive'
practice led by 'extremely knowledgeable', 'truly outstanding' financial
services regulatory expert Jacqui Hatfield.
She has 'in-depth
understanding of an emerging, evolving market', and is 'a straight
talker' with 'a clear understanding of blockchain and cryptocurrencies'.

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